XO Capital offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to XO Capital rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with XO Capital setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). XO Capital filed for registration as an investment adviser in September 2021 and is owned by Adam B. Stern, Jason R. Oclaray, and Timothy J. Decilveo. As of December 31, 2023, XO Capital had $190,361,180of assets under management; $70,947,972of which was managed under a discretionary basis and $119,413,208 of which was managed on a non-discretionary basis. While this brochure generally describes the business of XO Capital, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on XO Capital’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services XO Capital offers clients a broad range of financial planning and consulting services. The services include any or all of the following functions:
• Business Planning
• Financial Reporting
• Cash Flow Forecasting
• Bill Paying
• Distribution Planning
• Tax and Legal Planning
• Investment Consulting
• Trust and Estate Planning
• Retirement Planning
• Insurance Planning
• Education Planning
• Philanthropy Giving While each of these services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). Business Brand and Talent Management The Firm and/or an affiliate also provides services to support business management, brand development, talent management, and other family office management services. This can include reviewing potential and existing deals; building businesses; financing and distribution of IP content (film, music, etc.); managing staff, vendor relationships, and other assets and expenses. In performing the financial planning, consulting services (including the business, brand and talent management), and family office services, XO Capital is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. XO Capital recommends certain clients engage the Firm for additional related services and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage XO Capital or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by XO Capital under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising XO Capital’s recommendations and/or services. Investment and Wealth Management Services XO Capital provides certain clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary and/or non-discretionary management of investment portfolios. XO Capital primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, privately placed securities (including direct debt and/or equity interest as well as through interests in pooled investment vehicles), options, futures, currencies, and independent investment managers (“Independent Managers”) in accordance with their stated investment objectives. Where appropriate, the Firm may provide advice about any type of legacy position or other investment held in client portfolios. Clients are informed that these assets are not being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage XO Capital to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, XO Capital directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. XO Capital tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. XO Capital consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify XO Capital if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or

mandates on the management of their accounts if XO Capital determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Retirement Plan Consulting Services XO Capital provides various consulting services to qualified employee benefit plans and their fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, and includes any or all of the following services:
• Plan Design and Strategy
• Plan Review and Evaluation
• Executive Planning & Benefits
• Investment Selection
• Plan Fee and Cost Analysis
• Plan Committee Consultation
• Fiduciary and Compliance
• Participant Education As disclosed in the Advisory Agreement, certain of the foregoing services are provided by XO Capital as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of XO Capital’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Firm reasonably expects under the engagement. Use of Independent Managers As mentioned above, XO Capital selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement with the designated Independent Manager. That agreement can be between the Firm and the Independent Manager (often called a subadvisor) or the client and the Independent Manager (sometimes called a separate account manager). XO Capital evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. XO Capital also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. XO Capital continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. XO Capital seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Management of Collective Investment Vehicle XO Capital and/or its affiliate expect to serve as the general partner, managing member, and/or investment manager to one or more affiliated private investment funds in the future (the “Private Funds”). Securities in the Private Funds will be privately offered pursuant to Regulation D under the Securities Act of 1933, as amended and will rely on an exemption from registration under the Investment Company Act of 1940, as amended. Participation as an investor in the Private Funds will be restricted to investors that meet the qualifications necessary to invest in that Private Fund. This will include "qualified clients" as defined in Rule 205-3(d) under the Advisers Act where there are performance fees charged, “accredited investors” as defined in Rule 501(a) of the Securities Act of 1933, as amended and “qualified purchasers” as defined under the Investment Company Act of 1940, as amended. To the extent certain of XO Capital’s individual advisory clients qualify, they will be eligible to participate as investors in the Private Funds. Investment in the Private Funds will include a significant degree of risk. All relevant information, terms and conditions relative to the Private Funds, including the compensation received by XO Capital or its affiliate, suitability, risk factors, and potential conflicts of interest, are set forth in the Offering Documents which each investor is required to receive and/or execute prior to being accepted as an investor in the Private Fund. While the Private Fund is generally considered to be a client of XO Capital, “client(s)” may also refer to the investors in the Private Fund. XO Capital will devote its best efforts with respect to its management of both the Private Fund and its individual client accounts. Given the above discussion relative to the objectives, suitability, risk factors, and qualifications for participation in the Private Fund, XO Capital may give advice or take action with respect to the Private Fund that differs from that for individual client accounts. To the extent that a particular investment is suitable for both the Private Fund and certain individual client accounts, such investments will be allocated between the Private Fund and the individual client accounts in a manner which XO Capital determines is fair and equitable under the circumstances to all of its clients. The Firm has a conflict of interest where it acts as investment adviser to a client and recommends and investment in the Fund. The conflict exists because the Firm is recommending an investment in a proprietary fund that could be invested elsewhere which would remove assets from the Firm's management. In addition, the Firm will receive management fees and/or performance-based fees or allocations for managing the Private Fund.